The Independent Committee and the Board received an opinion from ModelCom Inc. (the “Opinion”) that the consideration to be received pursuant to the Transaction is fair from a financial point of view to the Public Shareholders. A copy of the fairness opinion, factors considered by the Independent Committee and the Board and other relevant background information will be included in the management information circular that will be sent to iPerceptions shareholders in connection with the special meeting to consider the Transaction.
Speaking on behalf of the Independent Committee, Jean Lavigueur said: “In the past months, iPerceptions has sought interest from a wide variety of parties with respect to numerous potential transactions involving the Corporation in view of maximizing value for its shareholders. After an extensive review of the strategic alternatives available to iPerceptions and thorough review of the terms and conditions of the Transaction, of the Agreement and of the Opinion, as well as a thorough review of other matters, the Independent Committee unanimously determined that the Amalgamation is fair to the Public Shareholders and in the best interest of iPerceptions and its Public Shareholders. The Transaction with XPND is the culmination of this extensive process.”
Speaking on behalf of the Board, Barry Cracower said: “We are very pleased with the Transaction. We’ve always been committed to delivering innovative solutions to our customers and partners. Our agreement with XPND is in line with this commitment and will help iPerceptions take its next step into the future.”
A copy of the Agreement, the Support and Voting Agreements, the fairness opinion and certain related documents will be filed with applicable Canadian securities regulators and will be available at the SEDAR website at www.sedar.com in due course. The management information circular in connection with the special meeting of shareholders to consider the Transaction is expected to be mailed to shareholders over the coming weeks.About iPerceptions iPerceptions is the leader in web-focused Voice of Customer analytics, using advanced intercept surveys to gather feedback from representative samples of actual visitors. Its webValidator Continuous Listening solution and 4Q Suite solution turn millions of data points into easy to understand strategic and tactical decision support, while its Web Analytics Solution Profiler (WASP) provides superior web analytics quality assurance. iPerceptions’ clients include well known brands such as Dell, InterContinental Hotels, LG Electronics, General Motors, Harvard Business Review, Choice Hotels International and Monster Worldwide. For more information, please visit www.iperceptions.com. About XPND XPND is a newly created growth capital fund located in Montreal and focusing on media, entertainment and technology companies It is led by Alexandre Taillefer, a well-known serial entrepreneur who founded multiple successful companies in Montreal, including Nurun, Hexacto and Stingray Digital. XPND focuses on investing in established companies with a substantial market share in their specific market that can benefit from the expertise of XPND’s seasoned management in strategy, sales, finance and operations. Its partners are all Montreal-based private companies and individuals.
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